National Association of Teachers of Singing, Inc.

NATS BOARD POLICY MANUAL

• REVISED AND APPROVED BY NATS BOARD OF DIRECTORS ON JULY 26, 2008.

• REVISED AND APPROVED BY NATS BOARD OF DIRECTORS ON JUNE 24, 2017.

Chapter 1 The Process for Developing NATS Board Policy

1.1 Purpose

The Board, as the NATS (National Association of Teachers of Singing, Inc.) governing body, is entrusted with the authority to establish policy for the governance of NATS. Board policy establishes the parameters and guidelines for board members, committees, management, and staff.

The purposes of our policies are to:

• inform everyone of board intent, goals, and aspirations. • prevent confusion among board members, staff, and the public. • promote consistency of board action. • reduce the need for instant (crisis) policy making. • reduce criticism of the board and management. • improve public relations. • clarify board member, executive, and staff roles. • give management a clear direction from the board.

1.2 Management policies are not board policies

The NATS Board makes an important distinction between board policies and management policies. Board policies establish broad parameters within which board, management, and staff will operate. Management policies, developed and implemented by the executive director, outline specifics of how the organization and staff will operate within board policy.

Personnel policies are an example of management policy developed by the executive director. The executive director develops the personnel policies appropriate to his/her staff. The executive director then informs the board that personnel policies are in place, and provides board members with copies of the personnel policy handbook. The board is not directly involved with developing personnel policies other than to ensure that the executive director has carried out that project.

Once the board officially adopts a new board policy, that policy is the standard for dealing with subject matter covered by the policy.

1.3 Policy requires a majority vote of the board

All policy decisions will be made by majority vote of the board, in accordance with the bylaws, and only at regularly scheduled board meetings, by email vote, or by mail vote requested by the president. Before adopting any policy, all board members will receive a copy of the proposed policy in advance of the meeting at which the vote is to be taken.

1.4 Source of policies

Individual members of the board, or the executive director, may recommend policies to the board. All proposed policies should be researched to ensure that they are legal, and that they do not contradict already established policy or bylaws of NATS. If approved by the board, policies will be written, coded, dated at time of approval, and included in all copies of the board policy manual.

1.5 Considerations for all policies

All policies proposed to the board should be tested. Is the proposed policy: • really necessary for good operation of NATS? • consistent with our mission statement? • within the scope of board authority? • consistent with local, state, and federal law? • compatible with other policies of this board? • practical? • broad enough to cover the subject completely? • enforceable?

1.6 Accountability for carrying out policies

The executive director will be accountable to the board for carrying out these policies, ensuring that all policies are effectively explained to the employees, and making every reasonable effort to see that they are understood, accepted, and with which they are complied.

1.7 Distribution of policy manual

A copy of the board policy manual will be available at all times in the NATS office for review and inspection by employees and board members. The manual is also available in the restricted area of the website for board members.

1.8 Amendment or suspension of policy The executive director and officers of the Association will annually review these board policies for accuracy and appropriateness, and recommendations will be made to the board for amendment, addition, or elimination. Except as otherwise provided by law, any policy of the board may be suspended, repealed, amended, or waived by a majority vote of the board, provided that at least two full weeks’ advance notice has been given to all board members of the intention to consider revocation, repeal, waiver, or amendment.

Chapter 2

Corporate Structure/Board Organization 2.1 Establishment of the organization

NATS is established as a nonprofit corporation under the laws of Florida. The board of directors is established as the authority to operate NATS in accordance with bylaws and board policies.

NATS business will be conducted in accordance with the laws of Florida, the corporation's articles of incorporation, bylaws of the corporation, board policies, and generally accepted business practices that will accomplish the NATS mission.

2.2 Authority of the board of directors

Each member of the NATS Board, together with other members of the board, is legally and morally responsible for all activities of NATS. All members of the board share in a joint and collective authority, that exists and can only be exercised when the group is in session, or at times otherwise provided in the bylaws.

2.3 Board member commitment

Serving as a board member of NATS involves a very special commitment. To meet that commitment, board members are expected to:

• ensure adherence to the NATS mission. • attend and actively participate in all of the board's meetings, and notify the executive director or president of anticipated absence. • review minutes and results of missed meetings. • work within NATS’ culture of communication supporting timely communication

among board members. • do their preparatory work in order to participate fully in board and committee meetings. • serve actively on committees as needed. • act only with the full board, not individually, unless authorized to do so by the full board. • speak for the full board only when the full board sanctions their doing so.

2.4 Board delegation of policy interpretation to staff and public

The board delegates to the executive director responsibility for policy interpretation to the staff, and for rule making, issuance of procedural directives and guides not specifically covered or detailed in the Board Policy Manual or the bylaws. Such interpretations, rules, and directives have the force of board regulations unless and until superseded by board action.

2.5 Board member rights

Members of the NATS Board are granted certain specific rights. All board members have the right to:

• receive notice of board meetings and the agenda. • attend and participate in board meetings. • examine NATS books, records, meeting minutes, financial statements, and contracts. • place items on the board meeting agenda at the appropriate time.

2.6 Board member conflict of interest Board members have a duty to subordinate personal interests to the welfare of NATS and those they serve. Conflicting interests can be financial, personal relationships, status, or power.

Since it is not possible to write a policy that covers all potential conflicts, board members are expected to be alert for and avoid situations, which might be construed as conflicts of interest.

Any possible conflict of interest on the part of any board member should be disclosed to the other board members and made a matter of record when the interest becomes a matter of board action.

Any board member having a conflict of interest or possible conflict of interest should not vote or use his/her personal influence on the matter. The minutes of the meeting should reflect that a disclosure was made and note the abstention from voting.

These restrictions should not be construed as preventing the board member from briefly stating his/her position in the matter, nor from answering pertinent questions from other board members, since his or her knowledge could be of assistance to the deliberations.

2.7 Legal obligations of board members

The NATS Board is both responsible and liable for NATS. The NATS Board and the law require every board member to follow the rule of the reasonably prudent person and the principle of good faith.

The rule of the reasonably prudent person means the board will not:

• mismanage NATS by deviating from fundamental management principles, such as planning carefully for the future of NATS, regularly reviewing the financial status of NATS, and monitoring compliance with board policies. • fail to govern by disregarding the control systems to govern NATS. • be involved in self-dealing that provides personal gain to board members.

The principle of good faith means that board members will:

• attend all board and committee meetings to be a part of board actions. • read and understand NATS policies and bylaws. • pay attention to corporate affairs and keep informed about organization activities. • ensure that NATS is in compliance with legal requirements.

2.8 Ethical obligations of board members

A copy of the Code of Ethics is available on the NATS website. All board members should be familiar with its contents and will be expected to adhere to the provisions of that code.

2.9 Legal requirements of board members

All NATS Board members will be expected to recognize and accept their legal position as governing agents of NATS. A board member of NATS occupies the role of a fiduciary with regard to those served. A fiduciary is a person who holds something in trust for another. If NATS Board members violate their trust or fiduciary duty, they may be subject to legal consequences. The duties and responsibilities of board membership attach automatically when board members accept the office.

There is a certain amount of liability involved with being a board member, so the board will annually discuss the liability issue to be certain that the board is adequately insured. The Association carries liability insurance to protect board members against claims and charges brought against the Association.

2.10 Maintaining ethical credibility

Because the conduct of the board has a direct impact on public and constituent perceptions about NATS, board members will maintain an appearance of high credibility in adhering to legal and policy requirements.

Board members will be active and encourage all other board members to be active by attending meetings, studying, questioning, voting on all issues, monitoring progress, and maintaining active committees.

Board members will vote against proposed actions if they feel there is insufficient information on which to base an opinion. Minutes of each meeting should be carefully maintained and all votes properly recorded.

Board members will adopt formally, by motion, any rules, regulations, policies, and budgets.

The executive office staff will keep policy and procedure manuals up-to-date for ready reference, and have rules and regulations available and posted for board members and constituents.

Board members will review fiscal records and controls at regular intervals.

Board members will ensure that standard budget forms and annual report forms are prepared and filed as required by law, and that the Association’s financial records are audited regularly.

2.11 Political contributions

Members of the NATS Board must never make political contributions on behalf of NATS. If a board member takes an active part in the political process, it must be done at the board member's personal expense. NATS will not reimburse anyone for a political contribution.

Board members must not make any direct or indirect political contribution in cash, property, or service on behalf of NATS.

2.12 Enforcement of board standards of conduct

Any board member who believes that a fellow board member has acted unethically first should review current board conduct policy, as set forth in this document and in the bylaws. Board members should not file or encourage the filing of ethics complaints that are frivolous and are intended to harm the respondent rather than to protect NATS.

If the board member continues to believe a fellow board member has acted unethically, he/she should seek resolution by discussing his/her concerns with the colleague, if such discussion is likely to be productive and does not violate any individual’s right to privacy.

If this discussion, or if other informal attempts to address the concern fail to resolve the problem, the board member should bring the concern to the attention of the president. If the concern relates to the president, the issue should be brought to the attention of the

board past president or president elect.

The president may choose to address the concern individually with the member in question or refer the concern to the ethics committee.

Board members shall cooperate in ethics investigations, proceedings, and resulting requirements. In doing so, they should make reasonable efforts to resolve any issues as to confidentiality. Failure to cooperate is itself an ethics violation.

2.13 Annual meeting of the board

There will be an annual meeting of the board (or general membership) at a date and place designated by a vote of the board of directors. Additional meetings may be held in person or electronically using varying technological means.

2.14 Board planning

To ensure that planning is based on the needs and preferences of current and potential constituents, the NATS Board and management will, from time to time, conduct a realistic assessment of NATS service capabilities and analysis of trends likely to impact the future of NATS. The NATS Board and management will then develop an organizational plan that is based on identified needs and preferences of current and potential constituents, and appraisal of NATS service capabilities.

2.15 Maintenance of NATS documents

All major NATS organizational documents, such as copies of the articles of incorporation, and any other historical or archived documents will be held in a safety deposit box in a local bank or in the official repository for NATS archives at the University of Maryland Performing Arts Library. Formal transfer of custody of the documents, a list of the documents, and authority to access the documents will be given to the executive director and the elected board secretary.

2.16 Perpetuation of the organization

Continuance of the organization is the responsibility of the membership. The methods of selecting and electing officers and other members of the board are given in the bylaws.

When selecting new board member nominees for elective office, the board will attempt to find a broad representation of the membership that will offer diverse perspectives to the board's decisions.

2.17 Nomination and election of Association officers

It is the policy of the NATS Board to carefully nominate officers who: • believe in the cause and mission of NATS. • will commit completely to board member responsibility for NATS. • will participate actively as part of the NATS Board team. • are proven leaders and will advocate strongly for NATS.

The president will periodically remind association members to submit officer recommendations to the nominating committee at the appropriate nomination time.

Terms of office and election procedures will be as specified in the NATS Bylaws.

2.18 Vacancies on the board The procedures for replacing vacancies on the board are stipulated in the bylaws.

2.19 Removal of board members

Association officers may be replaced for the following reasons: resignation, just cause, or termination of membership as stipulated in the bylaws.

2.20 Compensation of board members

Board members will not be compensated for service on this board except as outlined in the bylaws.

2.21 Board member travel

Board authorization Authorized corporate travel is defined as travel in connection with the business of NATS which has been directed or requested and approved in accord with NATS policy prior to the departure date.

All requests for corporate travel by board members will include the purpose of the trip, dates of meetings (if any), anticipated expenses, date of departure, and date of return.

Travel for board members must be approved by the board. Normally, travel for board members is integrated into the annual budget process.

Upon completion of the travel, a report must be submitted to the board to demonstrate completion of the purpose and to share business information with the rest of the board.

Travel expenses Airline travel will be booked coach class, and discounted airfares will be sought whenever advance notice of the travel allows.

Board members will be reimbursed for expenses actually incurred, in accordance with the limitations of their current budgets. Claimed expenses for lodging, travel, car rental, and miscellaneous expenses must be documented by original receipts. Unless specifically authorized by the board of directors, no expenses are authorized nor will be reimbursed by NATS for expenses of friends, relatives, or families accompanying a board member on NATS business, nor for any non-related business travel or extension of stay beyond completion of the intended NATS business.

At the completion of authorized travel, an expense report will be submitted to the NATS executive director. Forms are available from the executive office for filing of expenses. The report will list by date and place all reimbursable expenses claimed, and will be accompanied by the required receipts and invoices. Expenses charged to NATS must be listed on the expense report and accompanied by original receipts.

Car rental by board members When traveling for NATS, board members are encouraged to utilize hotel shuttle services, airport buses, or taxi cabs for transportation, when available and competitively priced, rather than renting a car.

Making travel arrangements Board members will make their own travel arrangements and reservations.

2.22 Directors and officers errors and omissions insurance It is the policy of NATS to provide directors and officers liability insurance.

2.23 Board legal counsel

Legal counsel will be designated to serve the needs of the Association. Only the president, the executive director, or their designee may contact legal counsel on behalf of the board. Costs billed to NATS and associated with individual board members contacting legal counsel, auditors, or other professional consultants without specific authority from the board of directors, will be billed to the board member making the unauthorized contact.

2.24 Board correspondence

The board or the president will approve official correspondence from the board. All correspondence from the board will be written on NATS stationery and may be prepared by the office of the executive director as directed by the appropriate board member. Use of NATS letterhead will be limited to official agency business only.

No material or information disclosed in executive sessions of the board will be released to any unauthorized person.

2.25 Affiliations

It is important that NATS affiliate with other organizations such as state and national associations. Therefore, the board will include expenses for membership fees in the annual budget. The budget committee and the executive director annually will review all line items and assess the cost effectiveness of each before the expense is included in the annual budget proposal.

2.26 Board members speaking for the board to the public or media

Individual board members may not speak to the public or the media on behalf of the board unless authorized by the board to do so.

When speaking about NATS or about board action, board members should be careful to define when their remarks represent personal opinion and when their remarks represent official board position. Board members must be aware that they are always seen as board members even when they designate comments as personal.

2.27 Authority of board members

Board members have authority only when acting as a body in regular or special meetings of the board.

The board will not be bound in any way by any statement or action by any individual board member except when such statement or action is in pursuance of an adopted board resolution or special instructions by the board, or under specified delegation of responsibility.

2.28 Board member term limitations

Term limitations for all board members are specified in the bylaws.

2.29 Political and legislative activity To ensure that NATS supports legislative issues that further the basic interests of those we serve and oppose legislative issues detrimental to our mission, the following guidelines are established:

• NATS shall be nonpartisan in political matters, but may support or oppose federal, state, or local legislative issues as the board determines necessary and advisable. NATS will not directly endorse any candidate or party. • Employees or board members shall not engage, directly or indirectly, in partisan activities as representatives of NATS, and NATS funds will not be used for that purpose. • Board members and employees are free, as individuals, to participate in political activity as long as they do not utilize NATS funds, NATS time, or the NATS identity. • Board members and management of NATS should be aware that, because of their position, they should exercise discretion at all times not to convey the impression that NATS is endorsing a political candidate.

2.30 Board member orientation and development

The NATS Board believes that professional development for board members is vital to good governance of NATS. Therefore, new board members will be given, within 30 days of certification of election, a thorough orientation about NATS, board operations, finance, board ethics, responsibility, and liability.

2.31 Board self-evaluation

Performance accountability for the board can only be maintained at a high level through regular self-evaluation of the board's work. Therefore, the NATS Board will from time to time conduct a self-evaluation of the board's performance. It will be the responsibility of the president to determine the manner of evaluation and initiate the board self-evaluation.

2.32 Board members as advocates for NATS

Board members are potentially the most powerful advocates for NATS programs, publications, and services, and are expected to take an active role in promoting NATS. Advocacy opportunities for board members include the encouragement of local activities; promotion of attendance at national conferences and workshops; recruiting new members; encouraging submission of articles for publication, and public relations.

The executive director regularly will bring opportunities for board member arts advocacy to the general public and for cooperation with other arts organizations.

2.33 Measuring community/constituent needs and concerns

The NATS Board recognizes the importance of getting feedback from those we serve. Therefore, the board may regularly survey constituents for feedback about NATS programs and services. Surveys may be done through a variety of methods such as focus groups and written surveys. Information gathered should include, but not be limited to:

• satisfaction with programs and services. • reaction to potential new programs and services being considered. • ideas for improvement of current programs and services. • ideas for new programs and services to meet constituent needs.

The executive director and or program leaders will be responsible for conducting the surveys. Results of the constituent satisfaction surveys will be reported to the NATS

Board. Information gathered will be used to develop the NATS long-range plan.

2.34 Requests for corporation information from NATS

From time to time the public/members will request information or records from NATS. To protect the corporation and those we serve, information will be released only under the following conditions:

• All requests for information, other than routine public information, about NATS will be channeled to the executive director for a decision about releasing that information. If there is question about the appropriateness of releasing any information, the executive director will seek advice from the board of directors. • Information about personnel matters will not be released to anyone outside the organization. • Information discussed in executive session of the board will not be revealed. • Proprietary information that could have an adverse effect on NATS finances will not be released. • Matters considered confidential under state and/or federal law will not be released. • Information about legal matters that might have an adverse effect on NATS will not be released. • The NATS mailing list will not be revealed, distributed, released or used except for proper NATS business purposes, or as deemed applicable, by the executive director, to the teaching of singing.

2.35 Public communications

It is the NATS Board’s policy to encourage release of information to the public regarding programs. That communication will:

• maintain integrity in dealing with the public and the news media; the executive director (or designee) is the official spokesperson at the direction of the president and shall provide the news media with a formal channel of communication. • use the various news media for the promotion of NATS programs and raise the community consciousness regarding the Association. • communicate always in an accurate and honest way consistent with other related board policies.

2.36 Board member management of staff and public concerns

It is the policy of the NATS Board that when a board member is contacted by the general public who has a concern or complaint about NATS or persons within NATS, the board member will follow the following procedures:

• Remember that individual board members have no power or authority to speak or act for the full board. • Listen to the person's concern. • Express a desire to reach a satisfactory solution. • Explain that the board and management have established a process for handling concerns, which starts with the person most immediately responsible. Suggest that the concern be discussed with the person immediately responsible. • Refer complaints about office operations to the executive director. • Ask the person to report back to you about the progress or resolution of the concern, if desired.

2.37 Annual report

It is the responsibility of the executive director to assemble and distribute a NATS annual report. The annual report will contain:

• reports from board members. • reports from chairpersons. • report from executive director. • reports from editors and webmasters. • highlights of the year. • information regarding type, quantity and cost of services. • budget report.

Information from the annual report shall receive wide distribution, which may include board, staff, and constituents.

Chapter 3

Executive Director Responsibilities & Functions 3.1 The executive director’s role in the organization

In the conduct of the ongoing business of NATS, the executive director is responsible for all business operations, including management of the assets of NATS; hiring, training, promotion, discipline, and termination of employees; and for establishing and maintaining the business organization and structure to efficiently conduct the management functions of NATS.

The executive director plans for and administers a program providing service in accordance with the stated purpose of NATS, and in such a manner that optimum results are achieved in relation to the resources of the association, and operates under the general direction of the NATS Board of Directors.

3.2 Executive director communication/counsel to the board

The executive director will provide information and counsel to the board at the direction of the president. Accordingly, he/she will:

• make the board aware of special events, relevant trends, material external and internal changes, and the assumptions upon which any board policy has previously been established. • submit required monitoring data in a timely, accurate, and understandable fashion, directly addressing provisions of the board policies being monitored. • marshal as many staff and external points of view, issues, and options as needed for fully informed board choices.

3.3 Delegation to the executive director

The board’s job is generally confined to establishing topmost policies, leaving implementation of board policy to the executive director. All board authority delegated to staff is delegated through the executive director.

The executive director is authorized to establish all further policies, make all decisions, take all actions, and develop all activities that are true to the board's policies, usually in consultation with the president. This does not prevent the board from obtaining information about activities in the delegated areas.

Acting with the authority granted by the board, the executive director may not perform, allow, or cause to be performed any act which is unlawful, insufficient to meet commonly accepted business and professional ethics for the "prudent person" test, in violation of funding source requirements or regulatory bodies, or contrary to explicit board constraints on executive director authority.

3.4 Areas of responsibility delegated to the executive director

In the area of human resources, the executive director relates both to the board and to the staff of NATS, but has ultimate responsibility to the board.

For the Board of Directors, the executive director:

• maintains appropriate relations with the board and various board committees, and keeps them informed. • interprets trends in the fields of service in which NATS is engaged by maintaining involvement in the professional field as a whole. • assists with orientation and training programs for the board.

For the NATS staff, the executive director:

• supervises and directs staff in the performance of their duties. • evaluates the performance of staff members. • provides overall control of and direction for the personnel of NATS, including active participation in or approval of personnel actions.

In the area of planning, the executive director:

• evaluates the services being provided by NATS in relation to specified goals and standards, and recommends modifications, where appropriate. • recommends new programs to the president for consideration by the board.

In the area of finance, the executive director:

• prepares NATS budgets and is accountable for control of these resources once approved. • directs all financial operations of NATS.

In the area of member relations, the executive director oversees the dissemination of information and the collection of dues; maintains accurate and complete records of national NATS activities; and facilitates election of leadership. The executive director coordinates board activities and official correspondence.

In the area of public relations, the executive director interprets the function of NATS to the public with the assistance of the board and at the direction of the president, through direct involvement and through public relations programs, including personal contact, descriptive program literature, and the media.

In the area of interagency relations, the executive director:

• maintains appropriate relations with other national and international professional groups. • maintains appropriate relations with federal, state, and local government units. • maintains appropriate relations with other agencies in similar fields of service.

In the area of NATS organizational operations, the executive director:

• recommends policies to the board and/or assists the board in the formulation of policies for the effective and economical operation of NATS and its programs. • ensures implementation of the policies adopted by the board. • has chief administrative responsibility for maintenance of agency facilities, and regular reporting to various bodies. • carries chief staff responsibility to ensure that legal obligations of NATS are met.

3.5 Monitoring executive director performance

Monitoring executive director performance is somewhat synonymous with monitoring organizational performance. The board delegates management to the executive director and must have a process for ongoing monitoring of the executive director's performance of the delegated duties. The purpose of monitoring is to determine the degree to which board policies are being fulfilled.

The board will monitor executive director performance by awareness of the executive director's job description, careful attention to all reports delivered to the board and through an annual written evaluation of the executive director's job performance.

3.6 Executive director performance evaluation

It is the policy of NATS to regularly evaluate the work performance of the executive director.

The evaluation will be given at the annual board meeting so that all board members participating in the evaluation will have had a full year of interacting with and observing the executive director's performance.

Compensation of the executive director will be determined after completion of the evaluation. Any increase in compensation will be effective beginning with the first pay period each fiscal year.

Although the executive officers, or a special committee appointed by the president, will facilitate the evaluation, the entire board will participate in the evaluation process.

The process begins with a review of the current job description to determine accuracy and appropriateness. The Evaluation Committee uses an assessment checklist based upon the job description and organization objectives. Respondents will be asked to rate the director's performance against each line item on the checklist as follows:

satisfactory needs improvement unsatisfactory

Space should be allowed on the checklist at each line item for comments.

The president sees that the evaluation form is sent to all members of the Evaluation Committee, and the completed form shall be returned to the home or business address of the president. A request is sent with the evaluation form to complete within a specific time frame. Respondents have the option of signing or not signing their evaluation forms. Constructive criticism from board members should be specific so that the executive director may take appropriate corrective action.

The executive director will complete a self-evaluation and recommend performance objectives for the upcoming year. The form completed by the executive director will not be included in the board’s compilation of results, but will be reviewed by the Evaluation Committee.

When the Evaluation Committee members have returned the evaluation forms, the president makes up a composite checklist, which, by line item, indicates the number of responses for each rating. All comments are randomly listed without identifying the source of each comment.

At a meeting of the full board, without the executive director present, the findings and recommendations of the Evaluation Committee are reviewed and approved.

Then, the full board meets with the executive director to present the full board's conclusions about the evaluation. Should the executive director be in serious disagreement with part or all of the evaluation, the right to respond to the full board must be available. Such a response should lead to a dialogue in which the problem area can be resolved in a candid and professional way.

A copy of the evaluation is given to the executive director, and the original evaluation is kept on file by the president, to be passed on to the next president. A copy of the evaluation is not kept in the executive office.

Board members will not solicit information regarding the executive director's performance from subordinate staff. The president may elect to include the staff in the evaluation process and will contact them for their input.

3.7 Board/executive director relationship

The board of directors recognizes and maintains the following guidelines in the board's relationship with the executive director:

• Good management is recognized as one of the key factors in the success of the organization. The board will approve policies and long-range plans and programs for NATS, and delegate authority to the executive director to execute and carry out the policies, plans, and programs. • The executive director will be responsible for hiring capable personnel within the limitations of board policy and budget constraints, determining the appropriate compensation, training, supervising, disciplining, and terminating. • Authority for management of NATS will be through the board of directors to the executive director, then to other personnel. The board will require full and timely information from the executive director concerning pertinent matters that relate to the management of NATS. • The board grants latitude of judgment and discretion to the executive director in the performance of his/her duties, and expects full accounting of performance from the executive director. • The executive director's employment with NATS may be terminated for just cause upon written notice to the executive director and in accordance with the board/executive director contract in effect.

3.8 Executive Director Succession Policy

A policy for executive director succession must include two parts: the process the board will follow to replace a retiring executive director, and a process to continue uninterrupted service in the event of sudden loss of the executive director.

Resigning or retiring executive director

The process for replacing a resigning or retiring executive director will be as follows:

• The board and the executive director will determine the exact retirement date of the current executive director. • The board will determine a specific target date to bring on a new executive director. This target date may be flexible to allow the selected candidate some latitude in the beginning date. • If necessary, the board will hire an interim executive director to serve for the time between the ending date of the current executive director and the beginning date of the new executive director. • The president will nominate a Search Committee of not less than three and not more than seven board members. The president will seek board approval of the nominees. • The board will consider the need for any changes to the management

structure before the search for a new executive director. • The Search Committee will begin as soon as possible to:

1. update the job description for the executive director. 2. develop a profile of the preferred candidate. 3. determine salary range and terms of the contract to be offered. 4. identify appropriate advertising media to be used. 5. establish a schedule to complete interviews, reference checks, and final selection. 6. determine who will conduct the interviews and what questions will be asked. 7. determine the extent of staff involvement in the search process. 8. establish a process for communicating the search progress to the board and staff.

• The Search Committee will seek authorization of the full board for all of the above. • The Search Committee will recommend no more than three nor less than two candidates for review. • The Search Committee will interview the final candidates and recommend their preferred candidate to the full board for final approval. • The Executive Committee will do a formal written performance evaluation of the executive director after approximately one year of employment and then annually.

Sudden loss of executive director The process to continue uninterrupted service in the event of sudden loss of the executive director will be as follows:

• the board may designate a staff person who will assume the duties of the executive director on an emergency basis if, in the judgment of the board of directors, that becomes necessary. • The current executive director will compile a list of vital instructions for an interim executive director and update that list annually. • The list will include, but not be limited to, such information as:

1. a staff flow chart showing chain of command and a list of responsibilities of all management personnel. 2. location of all bank accounts and financial records, and instructions about disbursement authority. 3. location of all vital documents, such as policies and contracts. 4. location of all computer backup files.

• If it becomes necessary to implement these emergency procedures, the president and representatives of the board of directors will meet as soon as possible with the designated interim executive director to:

1. establish a plan for continued operation. 2. officially designate the selected staff person to be the interim executive director. 3. establish a schedule of board meetings to provide adequate support for the interim executive director.

• As soon as possible after the designation of the interim executive director, the board will implement the applicable procedures from the first half of this policy.

Chapter 4

Board Meetings 4.1 Conduct of meetings

So meetings may be conducted in the most orderly manner, discussion of agenda items will be limited to communications among board members, between the board and the executive director, and among the board, executive director, and those the board and executive director request to make presentations.

4.2 Board calendar

The president and executive director will annually establish a calendar of agenda items at least one month before the annual meeting of the board. The calendar will list agenda items that regularly require board action, such as approval of the budget, contractual agreements, evaluation of the executive director, officer and committee reports, and other standard annual items of business. At its meeting each year, the board will determine the regular meeting dates, times, and places for the next year.

4.3 Regular meetings

Regular meetings of the board will be held annually. So that board members can schedule for the meetings well in advance, the specific dates will be established a year in advance. The board will make every effort to maintain those dates as board meeting dates.

4.4 Special meetings

Special meetings of the board should be called when the business to be addressed is such that it cannot wait until the next regular annual meeting. Special meetings will be called in accordance with the bylaws. Most interim business will be handled asynchronously, as needed, and may be transacted by mail or e-mail vote.

4.5 Open board meetings

Board meetings are generally not open to non-board members or staff except at the invitation and approval of the board.

4.6 Meeting agenda packet All matters to be considered by the board at the meeting will be included on the agenda and in the board packets delivered to board members at least one week prior to the meeting. The packet will contain routine reports and other information pertinent to the agenda. The board may vote to waive the requirement to discuss only items on the published agenda by a majority vote of the board. Meeting agendas will be developed by the executive director and approved by the president prior to distribution to other board members. All board members will have an opportunity to request items be placed on the agenda prior to the agenda being published and distributed. The agenda may be amended after the meeting is convened only in cases where immediate action on the item is necessary, or when the item is for board information, and only by consensus of a majority of the board members. A board member or the executive director may request agenda changes during the period of agenda approval.

4.7 Staff attendance at board meetings

Since it is the policy of the NATS Board to hold our executive director accountable for all management of NATS, it is left to the executive director to invite any staff to the board meeting that the executive director needs as resource for issues the board will consider during the meeting.

4.8 Audio recordings of board meetings

To ensure the greatest amount of discussion and debate at board meetings and committee meetings, no audio recording devices will be permitted for use by individual directors or guests at the meeting. Only the recording secretary or the executive director may record the proceedings, and the recordings may not be circulated. All board members will be given prior notice if meetings are recorded.

4.9 Voting All members of the NATS Board who are present when a question is put will vote upon the question unless excused by the other members present or unless disqualified by conflict of interest. Results of the vote will be recorded.

Voting on all motions will be by voice unless requested otherwise by a member of the board, at the direction of the president, or required by these policies. A board member who is present at a meeting of the board at which action is taken on any corporate matter, will be presumed to have concurred in the action taken unless the dissent of the board member is entered in the minutes of the meeting. Such dissent will be indicated by a simple "no" vote on the action.

4.10 Quorum NATS Bylaws state that a two-thirds majority of all currently elected members of the NATS Board will constitute a quorum for the purpose of conducting official Board business.

4.11 Disqualification for voting

No member of the NATS Board may vote on any matter in which the board member has a direct or indirect financial interest. No member of the board nor any employee of NATS will have proprietary business dealings with NATS which directly or indirectly results in gain or profit to such board member or employee unless he/she first files a sworn statement with the president of the board of the intent to have such business dealings, and states therein the nature, type, and extent of the transaction and interest of the board member. Remaining board members must, by majority vote, give approval.

4.12 Minutes of the board meeting

Records of all actions of the board will be set forth in the minutes of the meeting. Minutes will be kept on file in the executive office as the official record of the NATS Board. The executive office will be custodian of the minutes. However, it is vital that all members of the board and the executive director be able to fully participate in the discussions and deliberations, so minutes will be recorded in writing during each meeting by a member of the NATS clerical staff or by a volunteer, not by a member of the board or by the executive director. The Secretary/Treasurer will record necessary minutes for any executive session.

Minutes of the meeting are a record of the actions of the board, not a complete record of discussion. Minutes of NATS board meetings will include:

• the date, time and place the meeting was called to order. • the type of meeting--regular, special or continued. • the name of the presiding officer. • a statement that a quorum was or was not present. • the names of those board members present and the names of those board members absent from the meeting. • the exact wording of all motions, whether passed or failed. • disposition of each motion made--passed or failed. (If the vote is by roll call, each board member's vote will be recorded by name. When a ballot vote is taken, the number voting for and the number voting against will be recorded. No views, protests, or explanations from board members about the vote will be recorded in the minutes unless the full board votes to allow such entries.) • notation of each committee report. • notation that financial reports were examined by the board. • notation of time of adjournment of the meeting.

Committee reports or resolutions may be attached to the minutes if these items are important clarification for the minutes of the meeting.

4.13 Parliamentary authority

Meetings of the NATS Board will be governed by the parliamentary rules as outlined in Robert's Rules of Order Newly Revised in all cases where current bylaws and current board policies do not apply.

Chapter 5

Organizational Finance 5.1 Fiscal year

The NATS fiscal year will be the first day of January to the last day of December. 5.2 Financial management

Financial resources of NATS are the responsibility of the board of directors. The board will:

• have a clear plan for acquisition of financial resources to pay for the programs and services provided by NATS. • provide guidelines for management and allocation of financial resources that will produce optimum benefit for those we serve. • monitor and evaluate the financial plans and guidelines of NATS to ensure the financial integrity of NATS.

5.3 Budgeting

An annual operating budget will be prepared by the executive director, president, secretary/treasurer, and president elect and presented to the board for approval at the annual board meeting.. The budget will reflect the cost of carrying out the programs and services of NATS for the next fiscal year. This budget will also reflect the anticipated revenues of NATS. The board will view the budget as their financial plan for NATS, and approval of the budget by the board will be authority for the executive director of NATS to manage finances according to the plan without seeking further approval of the board. However, the executive director will keep the board well informed of the ongoing status of the financial plan, and will not make expenditures outside of the budget plan without seeking board approval to amend the budget from the Executive Committee. Amendments to the budget will be presented to the board for approval for any of the following reasons:

• NATS enters into compacts or contracts that were not included in the approved budget. • Management or Executive Committee proposes a major expenditure that was not included in the approved budget.

5.4 Accounting The accounting system used by NATS will utilize generally accepted accounting practices that are required and/or recommended by regulatory or lending agencies and the NATS auditor. The accounting practices and procedures used by NATS will allow for adequate management of revenues and expenses, and will provide adequate systems of monitoring by the board of directors as well as outside auditors.

5.5 Financial reports and audits Reports reflecting the financial condition of NATS will be presented to the board quarterly. These financial reports will include:

• quarterly revenue and expense statement for the month and year-to-date with comparison to the budget.

An internal audit process will be established and maintained. The executive director will

report, at least quarterly, any significant findings to the board. Gross violations or breach of trust will be reported to the board immediately upon discovery. An independent auditor appointed by the board will conduct an annual audit of NATS finances. The board will determine the scope of those audits from time to time.

5.6 Signing checks Authorized signatories for all general fund accounts must include two of the following: the president, the treasurer, other board members designated as signatories by the board, or the executive director. The executive director may authorize the use of an automatic signature stamp for one of two authorized signatories on checks below $2,500. It is the responsibility of the executive director to ensure that signatures can be gained from appropriate signatories so that payment can be made on obligations of NATS. It is also the responsibility of the executive director to ensure that adequate controls and safeguards have been established to ensure disbursement of funds only for proper purposes. It is the responsibility of each check signer to ensure that there is adequate documentation, consistent with good internal controls, for valid payment of checks they sign.

5.7 Use of credit cards

The use of a corporate credit card is not authorized for payment of NATS bills except by the executive director or such staff person as may be deemed appropriate. NATS credit cards will only be used for appropriate NATS business, and all uses will be appropriately documented. The NATS credit card will not be used for personal expenditures.

5.8 Contracts

The executive director may approve service agreements and contracts. The executive director may also approve agreements, which continue the same service level and cost from a prior contract. These agreements must be done within the approved budget line item spending limits. The president and either the executive director or the secretary/treasurer shall sign all major written contracts and statements of obligation of or to the Association. Refer to the NATS Bylaws.

All service agreements and service contracts shall be awarded on the basis of cost, experience, and references. No contracts may be written or awarded to employees or board members or their immediate family.

At a minimum, all contracts must contain the purpose, effective dates, authorized signatures, amount to be paid, and how services are to be provided.

5.9 Investment practices Funds not required for current operations will be invested according to an investment plan approved by the budget advisory committee and revised annually by the committee and the board. Investments must be government-secured and guaranteed. Investments may be made at

the discretion of the executive director within the plan adopted by the board, with the exception of any investments in securities with a maturity of more than one year which must have the prior approval of the board.

The executive director will present reports to the president and secretary/treasurer at least quarterly, and to the board annually, which show the status of all investments, including the rate of return and current market value.

5.10 Executive director limitation The executive director may not risk financial losses to NATS beyond those that may occur in the normal course of business. The executive director will:

• ensure against embezzlement, casualty losses, and against liability losses (to board members, organization, or staff) beyond the minimally acceptable prudent level. • ensure that all personnel with access to significant amounts of NATS money are appropriately bonded. • ensure that facilities and equipment are properly maintained. • limit exposure of NATS, the board or staff to claims of liability. • disburse funds only under controls sufficient to meet the board-appointed auditor's standards. • invest operating capital only in secure short-term investments. • ensure off-site backup of all computer and other financial records necessary for uninterrupted operation of NATS.

5.11 Spending authorizations

The executive director may make expenditures consistent with the board-approved budget without further board approval. However, the board of directors must formally approve major expenditures that are not within the board-approved budget. A list of anticipated major capital expenditures should be included with the annual budget that is submitted to the board for approval. The executive director may authorize unbudgeted emergency repairs to the physical plant or equipment that must be completed immediately, and cannot be practically submitted to the board for approval. The board of directors will be informed of the expenditures as soon as possible.

5.12 Delegation of spending authority

The board of directors is recognized as the ultimate spending authority for NATS. Clear restrictions and controls will apply to all expense approval levels.

The executive director or board member officially holding an authority to approve expenditures of funds is expected to personally exercise that specific authority. Allowing another person to use the authorized signature is not acceptable.

No employee shall approve a transaction which will result in personal gain, or which is executed personally. Approval must come from the executive director.

Approval of travel and personal expenses will always come from the executive director for every employee. The board treasurer or the full board will approve executive director expenses. Board member expenses will be approved by the full board.

No employee shall approve a transaction in which a conflict of interest exists.

If there is any doubt about the propriety of an expenditure, the employee should not approve the expenditure, but rather refer approval to the executive director or the board.

5.13 Insurance/bonding protection of NATS

The executive director will recommend to the board all necessary bonding of staff members who handle NATS funds and recommend to the board any appropriate insurance protection to protect the finances of NATS.

5.14 Charitable donations by NATS Because of the nature of the mission of this organization, NATS does not make charitable contributions other than to the NATS Foundation, as approved by the board.

5.15 Bad debts owed to NATS

If the total receivable from any one individual or organization is $200 or less, the executive director may authorize the debt to be written off if he/she believes the debt is not collectible. Write-offs of debts over $200, which the executive director believes are not collectible, may be authorized only by a vote of the NATS Board of Directors. Delinquent accounts may be assigned for collection to either legal counsel or a collection agency, or taken to small claims court, as the executive director deems appropriate. Collection efforts will continue even after write-off until actually collected, or the attorney, collection agency, or small claims court deems further efforts will be futile or not cost-effective.

5.16 Use of NATS Tax ID Number

Regions and chapters, or any other NATS entity or enterprise, may not use the NATS tax ID number without board approval. Any existing accounts using the NATS tax ID number must submit canceled checks, deposit slips, and bank statements to the NATS Office for periodic audit when needed; and checks must bear two signatures approved by board resolution. (July 1991 & 1992) Depositing of receipts and issuing checks for all workshops and conventions are done through accounts maintained in Jacksonville, through the NATS office, and executed by those authorized to sign on the accounts. (December 1993)

Chapter 6

Employment Policies 6.1 Chain of command

The board is concerned about the needs and success of staff, and will work through the chain of command to facilitate the success of all NATS staff.

board

◊ executive director

◊ supervisors/line staff

The board expects all staff to respect and follow the chain of command when registering complaints, making suggestions, and in any other way communicating with the board about the business of the organization. Staff members who take complaints, requests, criticism, or other organization business directly to the board or individual board members without working through the executive director may be considered non-compliant. The board expects all board members to respect and follow the chain of command when communicating with staff about the business of the organization. Board members will not take complaints, suggestions, requests or demands to the staff except through the executive director. When a board member receives a complaint or suggestion from a staff member other than the executive director, the board member will remind the staff member of this board's policy about following the chain of command. The board member will also report the staff communication to the executive director.

6.2 Employee grievance procedure The objective of this policy is to promptly and harmoniously resolve grievances, and to facilitate communication among NATS employees. This policy applies to all employees. This policy is part of the NATS Personnel Policies Manual, but it is also included here in the Board Policy Manual to make it clear to all board members that they can refer employees to the grievance procedure, and that the board is not involved in the grievance procedure. The definition of a grievance is: "A dispute by an employee that involves questions of interpretation or application of wages, hours, terms and conditions of employment, or disciplinary actions. Probationary employees may not grieve termination from their positions."

The employee grievance process will follow these steps:

The employee will present the grievance verbally to the executive director within five working days of the alleged violation or the date the employee becomes aware of the alleged violation, whichever is later. The executive director will attempt to resolve and implement the resolution and respond to the employee in writing no later than five working days from the date the employee brought the complaint.

The executive director's written response will be the final disposition of the grievance. Staff grievances may be appealed to the president.

6.3 Personnel policies Appropriate and complete personnel policies will be adopted by the executive director and reviewed by legal counsel, as necessary, for accuracy and completeness. The executive director will report to the board that this has been done, and will report annually that all personnel policies have been reviewed and updated. Personnel policies are published in a separate Personnel Policy Manual. All employees will be given a copy of the most recent and updated Personnel Policy Manual, and will sign acknowledgment of such receipt. Implementation and administration of all personnel policies are the responsibility of management.

6.4 Professional memberships

The board recognizes the importance of employees staying current in fields related to their employment and the importance of maintaining professional status. Therefore, NATS may pay for the cost of professional memberships for employees within the limits of the budget and provided such membership is in the best interest of NATS. If the budget allows, NATS may also pay the cost for employees to attend meetings related to their professional memberships if the meeting is judged by the executive director to be in the best interest of NATS. Requests for reimbursement must be made to the executive director and be given prior approval by the executive director.

6.5 Nepotism Board members and members of their immediate families may not be employed by NATS, except by vote of the board. Members of the immediate family of the executive director may not be employed by NATS without a vote of the board.

The term "immediate family" as used above is defined as the relationship of:

• husband and wife • father and son or daughter • mother and son or daughter • brother and sister

6.6 Equal employment opportunity/affirmative action)

All employment decisions and personnel actions will be administered with the purpose of promoting and ensuring equal opportunity for all persons. All hiring and promotional decisions will be made on the basis of valid, written job requirements set forth in the appropriate position description or vacancy posting, and advertised to the public. All NATS social and recreational programs will be administered on a non-discriminatory basis.

6.7 Safety and loss control

NATS is committed to maintaining safety in its operations, on its property, and in the delivery of programs and services. The executive director will provide for and actively promote ongoing safety and loss

control training for all employees. The executive director will institute procedures, where necessary, to ensure the safety of the work environment, and will provide appropriate equipment to employees sufficient for the performance of their duties, within budgetary constraints. Accidents and losses due to accidents will be reported to the board monthly. When necessary, the executive director will review safety concerns and risk management plans with legal council to ensure legal compliance.

6.8 Sexual harassment

Sexual harassment undermines the integrity of the work environment and will not be tolerated within this organization. Sexual harassment may include words as well as acts, sexual advances, offensive touching and offensive or derogatory sexual comments. All such conduct is forbidden particularly when:

• submission to such conduct is explicitly or implicitly made a condition of employment. • submission to or rejection of such conduct by an individual is used as a basis of employment decisions affecting the individual. • such conduct has the purpose or effect of substantially interfering with an individual's work performance, or creating an intimidating, hostile, or offensive work environment.

Any person who believes that he or she has been subject to sexual harassment by a supervisor, fellow employee, board member, or any person calling upon the organization, should contact the executive director. If the person believes the executive director is the cause for a sexual harassment complaint, the complaint should be directed to the NATS president. All sexual harassment complaints will be promptly investigated. Where harassment is found to exist, immediate corrective action will be taken.

6.9 Antidiscrimination Policy

The NATS Bylaws explicitly prohibit discrimination on the basis of gender, race, sexual orientation, national origin, religion, or citizenship.

6.10 Smoking on NATS premises

Smoking and the use of tobacco is prohibited within all NATS facilities.

6.11 Drug-free workplace Employees are the most valuable resources of NATS, and for that reason their health and safety are of paramount concern. The manufacture, distribution, possession, or use of alcohol or controlled substances, including amphetamines, barbiturates, heroin, or opiate derivatives, or hallucinogens, while on the job or on NATS property will result in disciplinary action. The legal use of drugs or controlled substances prescribed by a licensed physician is not prohibited, but employees in positions where such drug usage may affect the safety of themselves or others are required to make such use known to an appropriate NATS supervisor. Minimally, this obligation applies to employees operating vehicles on behalf of NATS, and employees using equipment, which if improperly used, may result in personal injury or property damage. Any physical examination that NATS requires may include testing for drug or alcohol use

and abuse. Further, if there is an occasion to believe that an employee is using or is under the influence of controlled substances or alcohol, the employee must submit to testing. If the employee refuses to submit to the testing or sign the consent form to allow such testing, it will constitute a presumption that the employee is under the influence of alcohol or drugs. Refusal to consent and cooperate in the drug testing will be grounds for immediate discipline. Law enforcement officials will be notified whenever illegal drugs are found in the workplace, and NATS will fully assist in any resulting investigation and prosecution.

Whenever possible, NATS will assist employees in overcoming drug, alcoholism, and other problems which may adversely affect employee job performance, but NATS will not tolerate drug usage that may affect the safety of its work force or others.

6.12 References for employees leaving NATS It is the policy of NATS Board that no board member or employee other than the executive director of NATS will provide performance references for/about former employees.

When requests for such references are received, with appropriate releases from the former employee, they will be referred to the executive director of NATS. In the case of the executive director, such requests will be referred to the president.

Chapter 7

Board Officers 7.1 Officers of the board and job definitions

Officers of the board will be the president; immediate past president; president elect; vice president for membership; vice president for workshops and conferences; vice president for discretionary fund and field activities; vice president for NATS Artist Awards Competition; and secretary/treasurer, all elected by a majority vote of the membership. Effective in 1998, all national, regional, state, and district officer transitions occur at the end of conventions (conferences).

The president of the Association will serve as chair of board meetings and association meetings, and will collaborate with the executive director to prepare board meeting agendas, preside at board meetings, appoint committees and committee chairpersons, sign official documents requiring signature, and may represent the board in public and official capacities as instructed by the board. The president will also:

• chair the Executive Committee. • attend relevant ICVT, and NATS national, regional, and /or other events

(travel budget provided) • write ‘From the President’ columns for the Journal of Singing • encourage the board to do long-range planning, develop vision for the

association • prepare board meeting agendas (with Executive Director) • preside at board meetings, assisting board members to build their board

skills, encouraging all members to participate, and ensuring that all views are represented

• conduct annual review of Executive Director • act as liaison between board and Executive Director • respond to queries from board and membership • sign official documents as needed • appoint committees and committee chairpersons • oversee committee progress • communicate with committees, regional governors, and other officers • serve ex officio on all committees • serve on conference planning and selection review committee • preside at national conference • report to the membership at the national conference business meeting • serve on ethics committee • serve on Intern Program selection committee • serve on selection committee for the Van Lawrence award • serve on other award committees, as needed • attend finance committee meetings to draft budget (with President-Elect,

Secretary/Treasurer, and Executive Director), usually held at the NATS office, Jacksonville, FL in May.

• mentor President Elect The immediate past president will:

• preside at board meetings in the absence of the president. • succeed to the presidency in the event of a vacancy. • attend NATS national, regional, and/or other events (budget provided)

• chair nominating committee • serve on ethics committee • report to the membership at the national conference business meeting • serve on Intern Program selection committee • direct the Intern Program • participate in the annual review of Executive Director

The president elect will:

• attend NATS national, regional, and/or other events (budget provided) • serve on conference planning and selection review committee • prepare committee assignments for approval at board meeting immediately

prior to assuming office of President • serve as liaison to the NATS Foundation (attend Foundation meetings at

national conferences) • serve on Membership Committee • attend finance committee meetings to draft budget (with President,

Secretary/Treasurer, and Executive Director), usually held at the NATS office, Jacksonville, FL in May

• participate in the annual review of Executive Director • stay in contact with the President • represent NATS at sister organization conferences as needed

The Vice-President for Workshops will:

• schedule, promote, and oversee Association workshops, identifying locations, local coordinators, and presenters in coordination with Executive Office staff

• work with NATS office staff on workshop advertising and coordination • work with Chapter, District, and Regional officers adjacent to workshop

locations to promote events • identify continuing education topics of interest to the membership • report to the membership at the national conference business meeting • participate in the annual review of Executive Director • participate actively in board and Association communication • involve successors in planning as early as possible for long-range planning

The Vice-President for Auditions will:

• oversee the NATS Artist Awards, National Student Auditions, and National Music Theater Competition

• actively schedule, promote, and conduct one of these auditions • oversee the work of those appointed to supervise the other auditions • work with NATS office staff • report to the membership at the national conference business meeting • participate in the annual review of Executive Director • participate actively in board and Association communication

The Vice-President for Outreach will:

• actively encourage, promote and oversee SNATS and student engagement in the Association

• regularly engage SNATS chapters through web presence, social media, newsletters, and/or other methods

• promote and administer the discretionary fund grants process and the SNATS grant process

• work with NATS office staff • report to the membership at the national conference business meeting • participate in the annual review of Executive Director • participate actively in board and Association communication

The Vice-President for Membership will:

• promote and encourage new memberships, investigate new membership streams, retain current members, and work with chapter presidents and district and regional governors on these and other membership initiatives

• help process member applications • chair and engage the membership committee • work with NATS office staff • report to the membership at the national conference business meeting • participate in the annual review of Executive Director • participate actively in board and Association communication

The Secretary/Treasurer will:

• supervise, in cooperation with the Executive Director, the keeping of financial records, and the handling of all savings and investments of the Association

• review investments and keep abreast of market trends • counter-sign checks • work closely with the Executive Director and other staff • help prepare proposed annual budget model for finance committee and board • chair the finance committee and attend budget meetings usually held at the

NATS Executive Office in May each year • present proposed budget to the board • participate actively in board and Association communication • report to the membership at the national conference business meeting • keep minutes and records of meetings as needed • ensure that the Reading Committee for Board Minutes completes its work

efficiently and accurately • ensure that the board arranges for an annual audit of the NATS books • work with Investment Advisory Committee • participate in annual review of the Executive Director

7.2 Officer election process For information on the officers of the association and on the election process, please refer to the NATS Bylaws.

7.3 Terms of office Terms of office are given in the Bylaws of the Association.

7.4 Officer authority

No officers or chairpersons will have any authority to speak or act on behalf of the board other than that authority specifically granted in the NATS Bylaws, in board policy, or by majority vote of the board of directors.

7.5 Vacancies of officer positions

The procedure for filling vacancies of officer positions, other than that of the president, is described in the bylaws.

7.6 Removal of officers The NATS Board has the right to remove any officer from that elected position for just cause. Officers may be removed from office for:

• gross or willful neglect of the duties of the office. • misuse of NATS funds. • conviction of a felony. • intentional lack of public support for the NATS mission, staff, or programs. • failure to inform the board about issues that might impact board decisions.

Procedure for removal of any officer from office will be a two-thirds majority vote of the board.

Chapter 8

Committees of the Board

The board may establish or abolish standing or special committees as necessary. 8.1 Committee purpose

It will be the purpose of any committee appointed by the president and ratified by the NATS Board to assist the board of directors to govern more efficiently. Committees will be used to investigate, deliberate, and analyze special issues on behalf of the board.

8.2 Committee authority Any committee established by the board would have only the powers specifically delegated to it by the board. Functions of each committee will be in writing as part of board policy or recorded in the minutes of the meeting at which the committee was established.

8.3 Committee accountability Committees are a subsidiary of the board, and will be expected to report their work to the full board at annual board meetings. Each committee may make recommendations to the board for action, such recommendations to be made by a member of the committee in the form of a motion at a full board meeting. The president will review the work of each committee and determine which committees will be reappointed and which committees will be abandoned as no longer necessary.

8.4 Appointment of committees

The president will appoint all committees and a Chairperson of each committee, taking into consideration the preference of members for committee assignment. All committee appointments must be ratified by the board and shall not have tenure to exceed the term of the president. Non-board members may be appointed as committee members. In appointing non-board committee members, it will be determined which board areas will need board candidates in future years. An effort will then be made to appoint non-board members from these areas as a means of leadership development.

8.5 Ex officio committee members

The president will be an ex officio member of all committees. The executive director will be a nonvoting member of all committees to which he/she is appointed, including meetings of the board of directors.

8.6 Duties of committee members

Duties of the members of individual board committees will vary, but certain basic committee member responsibilities remain the same for all committees. Those responsibilities include:

• Attend all meetings of the committee to which the board member is assigned. • Prepare for committee meetings by studying the agenda and researching issues to be discussed at committee meetings. • Actively participate in discussions at committee meetings. • Follow through promptly on any assignments for the committee. • Support committee recommendations before the full board.

8.7 Committee meetings

The committee chairperson will convene all meetings of the committee, or a majority of

the committee members may call a committee meeting. Minutes will be kept of committee meetings. Committees will submit a written summary of committee actions and recommendations to the board in the board meeting packet for the meeting at which committee recommendations will be considered.

8.8 Guidelines for the committee chairperson The committee chairperson will be expected to lead the committee just as the board chairperson is expected to lead the board. The committee chairperson is accountable for ensuring the productivity of the committee by:

• planning the agenda for the committee meetings. • ensuring that all members of the committee are notified of committee meetings. • convening committee meetings, and keeping meetings on track. • appointing a member of the committee to keep a written record of committee actions. • encouraging the committee to take action on the issues discussed by the committee. • ensuring that reports and recommendations for action from the committee are presented to the full board. • leading the committee to evaluate its own operations.

8.9 Executive Committee

The executive committee consists of all nationally elected officers of NATS. This committee will meet as necessary to prepare issues to be presented to the full board and/or to make emergency decisions on behalf of the board when it is not possible to assemble a quorum of the board. This committee will have no power other than emergency action, or other powers the full NATS Board may delegate to it from time to time.

Chapter 9

NATS OFFICE AND EQUIPMENT 9.1 Use of the NATS office space

The use of the NATS office for anything other than NATS business is not permitted.

9.2 NATS equipment All items purchased belong to NATS and are to be used for NATS needs. When practical, some items may be loaned or used by employees outside normal work hours, provided that:

• there is insurance covering the “non-deductible” value of the items. • it is not used for an economic gain for the person borrowing. • it does not cost NATS additional expense. • being unavailable does not prevent NATS from using the equipment for the reason purchased.

The executive director must grant prior permission before any equipment is borrowed from NATS.

9.3 Accessibility of facilities

It is the policy of NATS Board that all facilities will be physically accessible according to the guidelines of the Americans with Disabilities Act (ADA). The executive director will annually review the facilities to ensure that all facilities meet the minimum standards of ADA.

9.4 Gifts acceptance The NATS Board welcomes, gifts of materials, equipment, money, or gifts in kind. However, the board also recognizes that all gifts may not be acceptable to NATS’ needs or principles, and may involve expenses beyond the value of the gift. Therefore, before acceptance, all gifts must be approved by the executive director as appropriate for NATS’ needs and within the boundaries of the established mission and philosophy of this organization. If there is question about the appropriateness of the gift, the executive director will bring the issue to the board for resolution. The NATS Board encourages those who give gifts to the organization to allow the most appropriate use of the gift to be determined by the board, executive director, and staff who will give serious consideration to the wishes of the donor. However, final decision of how a gift will be used always remains with the board, executive director, and staff of NATS. If the donor cannot accept this regulation, the gift will not be accepted by NATS. NATS will provide acknowledgement of receipt of all gifts accepted by the organization, but NATS will not be responsible for appraisal of the value of a gift. NATS is a 501c(3) tax exempt organization and the value of any donation can be claimed by the donor to the fullest extent of the law. Updated - 7/26/08 Revised – 6/24/2017